My Little Pony: Friendship is Warfare - Requiem
by I'maChair5050
Summary: Sequel to "My Little Pony: Friendship is Warfare". When a strange figure arrives at the Summer Sun celebration, begging for help, Captain Price and the mane six find themselves embroiled in a plot to destroy Equestria, involving forbidden magic and an army of the living dead. Will they make it out and save Equestria? Or will the undead take them all down?
1. A Plea for Help

**Chapter 1: A Plea for Help**

_1 year after Price came to Equestria_

Captain John Price was still struggling to comprehend where he was.

Only one year ago, he had finally eliminated the treacherous Russian Terrorist Vladimir Makarov and avenging the deaths of his friends before leaving the human world far behind.

Arriving in Equestria, he found the world...tough...to get used to.

Partly because time didn't move the same way it had done on Earth and the moon and the sun had to be raised by the two rulers of the land: Princess Celestia and Princess Luna.

What's more, the clouds could also be moved around if need be.

But there was one thing that stood out above all else: the inhabitants of the world were talking ponies.

Whilst this was indeed difficult to get used to to begin with, he soon found himself settling in nicely, mainly because asides from the fact that they were ponies, the population of Equestria seemed very much human underneath. The fact that they were probably the friendliest group of individuals he'd ever come across.

Whilst I was indeed happy to finally be able to live peacefully, he didn't want to let his military training go to waste, so he took up an offer Princess Celestia gave him to become part of the castle guard.

However, his time in Equestria hadn't been completely peaceful, as the Crystal Empire had come under attack from the tyranny of King Sombra. However, with the help of the captain, Twilight Sparkle, Rainbow Dash, Rarity, Pinkie Pie, Applejack, Fluttershy and Spike were able to save the Crystal Empire from being conquered by Sombra.

Since then, however, not much had happened, asides from Twilight ascending to become a princess of Equestria and an alicorn. There was the time where an ex-student of Princess Celestia stole Twilight's crown and escaped to another dimension. Price had offered to go in, but Twilight elected to go in alone, albeit with Spike rushing in after her.

So now, as the summer came by, there was only one thing on the minds of the citizens of Equestria: The Summer Sun Celebrations.

On the summer solstice (the longest day of the year), the citizens of Equestria gathered to celebrate by partying through to the early hours of the morning, where they would then watch Princess Celestia raise the sun.

Initially, Captain Price was reluctant with going along with the whole thing when he and Shining Armour were asked to keep watch over the whole event in Canterlot.

"Oh come on, Price" Shining said to him as the preparations got under way. "You'll love it! Non-stop partying through the night!"

"It's not one of those relentlessly cheerful holidays, is it?" he asked. "There's nothing wrong with a little partying now and again, it just seems a bit odd to be celebrating the summer solstice".

"Odd? You mean you never celebrated the longest day?"

"Nope. It was just a thing that was there as far as we were concerned".

"Really? Your people never celebrated the summer solstice? Or even the winter solstice, for that matter?"

"Not really, no"

"Wow. Humans are weird".

Eventually, as the Summer Sun celebration came around, the citizens of Canterlot lined the streets outside the palace, waiting for their two co-rulers, Pirncess Celestia and Princess Luna to appear, signalling the start of the celebration.

As he watched and waited, Captain Price couldn't help but feel slightly out of place.

Mainly due to the fact he was the only human in Equestria. And the only one carrying a gun.

Price put that into the back of his head and focused on the task at hand: keeping his eyes peeled for trouble.

"Why do people say "keep your eyes peeled"" he thought to himself. "Wouldn't that be painful?"

He shrugged.

"Why am I questioning that of all things? I'm in a world populated by talking ponies, some of which can fly, use magic or do both".

He wondered what his former teammates would think about this.

"Nikolai must be wondering where I am right about now".

He then thought about the teammates that had gone through to Equestria the first time.

Soap, Ghost and Roach.

They, along with Price himself, had gone through to Equestria as a result of a sudden opening in the fabric of reality.

A few months after the four had returned, the mane six had gone through to his world to learn whatever they could about humanity.

Unfortunately, they had arrived during a third world war.

What's more, Ghost and Roach had both been killed by General Shepherd.

Then, during an assassination attempt on Makarov, Soap had been killed himself.

He could still hear the last words Soap had ever said to him.

"Makarov...knows...Yuri"

Price decided to block it all out, his attention returning back to the task at hand.

However, whilst he had been thinking about his late teammates, a strange chill had descended over the crowd.

It was as if someone had turned down the very temperature of the sun, as an eerie sense of foreboding descended.

Price placed a hand on the M9 in his belt, ready to pull it out if something came up.

It eventually did.

At the front of the crowd, a small dark red circle appeared in the paving, radiating a ghostly aura off of it.

The crowd stepped away, fearful of what was going to happen.

Then, slowly, a shape began to form.

It was hard to make out to begin with, but it eventually was visible.

As it stepped out of the circle, it appeared to be pony shaped, draped in a long black cloak.

It was virtually impossible to see any feature of its face, asides from one long bony, white horn poking out of its hood.

The mysterious pony then began slowly walking towards the alter where Princess Celestia would be, which was an unauthorized area, except for those authorized by Princess Celestia herself.

Clearly seeing this as some kind of threat, Captain Price leaped into action.

"FREEZE!" He yelled, running out in front of the mysterious pony, pulling out his pistol. "Stand down, or I will shoot!"

The figure stopped in his tracks.

Slowly, the figure looked up, meeting eyes with Price.

The Captain still couldn't see the pony's face, but could easily make out a pair of blazing red eyes.

Finally, the pony replied.

"I'm sorry, Captain Price" it rasped. "But I can't let you stop me"

It took another step forward.

_BANG!_

Price pulled the trigger on his pistol, shooting the strange pony in the head.

But it seemed as if the cloaked pony had only just been stunned for a split second.

This was eventually followed by by a spitting sound from the cloak as the bullet that Price had unloaded came flying out of its hood, coming to a halt in the ground at Price's feet.

"Please" The cloak said to him "Don't do that. You're only wasting ammo".

Price knew the cloak was right.

He removed his finger from the trigger, but still kept it pointed at the cloak.

"What do you want?"

"I only wish to seek an audience with Princess Celestia and Princess Luna. There is a crisis on the horizon. One that will spell the end of Equestria if left unanswered".

Price was skeptical.

"How do I know if you're not lying. Who are you, anyway?"

Price could have sworn he'd seen the cloak smirk under the hood.

"All will be explained in due course" the cloak replied.

It was at that moment that the two princesses arrived on the scene with the mane six.

"What seems to be the problem, Captain?" The princess of the sun asked him.

"This pony just appeared out of nowhere, seeking an audience with you"

She looked over at the cloak.

She froze.

"Oh. It's about time you showed up again"

Price was confused.

"You know this one?"

"Of course"

She looked over at Twilight.

"Ever wondered how I knew that Nightmare Moon would return on the thousandth year of my reign?"

"Well, you knew. Didn't you?" Asked her student.

Her teacher shook her head.

"I'm afraid that is not the case. In fact, when Nightmare Moon was first banished, I had no idea she would ever return. Until he told me".

She looked back over at the cloak.

"Good to see you again, Leviticus"

"Likewise, your majesty" the cloak replied.

Leviticus looked over at the mane six.

"So, these are the famed wielders of the Elem-"

She was cut off as a pink blur landed on top of his.

"Hi! I'm Pinkie Pie! I've never seen you before and if I've never seen you before, that means my friends have never seen you before and if my friends have never seen you before that probably means that no one else has seen you before and that makes me sad, because that means you-"

"Whilst I appreciate your friendliness, Miss Pie, there are currently more pressing matters at hand" Leviticus said, picking himself up.

"Very well then" Princess Celestia said to him. "Captain Price, go with Leviticus to the castle. Twilight, you and your friends had better go with them"

"Oh, I would be more than obliged to go with you, darling" Rairyt said to him. "And you have to tell me where you got the marvelous cloak. It is simply to die for".

Celestia looked over at Leviticus.

"My apologies, old friend. I would really like to go with you, but Luna and I are currently wrapped up with the celebrations here".

Leviticus nodded.

"I understand, your majesty".

As the two princesses took their places for the celebration to continue, the group of eight headed up towards the castle.

* * *

"So, who are you, exactly?" asked Rainbow Dash as the group headed into the castle.

The group stopped, where Leviticus decided to give his explanation.

"My name is Leviticus" he replied. "Prince of the dead"

The others were confused and intrigued by this.

"Let me begin. Just over a thousand years ago, when the two princesses first ruled together, I was but a mere sorceror, following in the footsteps of the legendary Starswirl the Bearded. However, it was around this time that Princess Luna became Nightmare Moon. As I witnessed the battle unfold myself, I saw Nightmare Moon standing over Princess Celestia triumphantly, preparing to land the killing blow"

"Wait a minute" Twilight interjected. "The history books say that Princess Celestia defeated Nightmare Moon".

"She did"

"But how did she if she was about to be defeated?"

"It was in that moment where I watched the battle unfold when an insane resolve possessed me. Not wanting Equestria to be consumed by darkness, I fired one lone stun spell at Nightmare Moon. Whilst it only stunned her for a moment, it bought Celestia enough time to get back onto her hooves. From there, we overpowered and imprisoned her".

"Well then, why don't the history books say anything about you?" Piped up Fluttershy.

"I asked to be omitted from the official history of Equestria. I wish to remain fairly anonymous. Anyway, it was from that point that Princess Celestia and I forged a strong alliance with each other. Heck, she even offered me her sister's throne whilst she was incarcerated. I politely declined this offer."

"I hate to interupt, bu how exactly are y'all here now?"

"I was just getting to that. Not too long after Nightmare Moon's incarceration, King Sombra attacked. The Princess and I were both able to dispell his army, but I was mortally wounded. However, Princess Celestia decided to pay me back for saving her life, healing my injuries and granting me immortality, although at a huge price. It was here that I became the Prince of the Dead".

"Oh, it can't be that bad" Rainbow said with a wave of a hoof. "What was the price? Several royal hoof-rubs?"

"Oh, it was much greater than that, Miss Dash"

Leviticus pulled back his hood.

The other seven were shocked. Even Captain Price couldn't believe what he was seeing.

And it was all down to one major factor: Leviticus was just a skeleton of a unicorn. A _living_ skeleton of a unicorn.

He pulled his hood back into place.

Captain Price regained his posture.

"Anyway, look. You said that there was a crisis on the horizon."

"Ah yes. I'll cut right to the chase. As the lord of death, it is my duty to keep note on all those who have passed on to the afterlife, mainly through the use of a long list of names. However, recently, the list has been getting shorter and shorter."

"What would that mean?"

"It means that somepony or something is resurrecting the dead"

This shocked everyone else.

"B-but that's impossible" Twilight replied in disbelief. "There's no possible way to resurrect the dead".

"Oh, but there is. Only I have the ability to resurrect someone properly, but it requires an immense amount of power. But it turns out that there may be another way".

"But isn't that a good thing?"

"No. Far from it. I have been looking into this myself and I discovered that those being resurrected through this second method are left with only a soul and only have basic brain functions to work with, leaving them as mindless husks".

"Zombies"

"Highest marks, Captain. Anyway, that is why I have come here. I need your help to uncover who or what is resurrecting the dead and stop them. I fear that who or whatever is doing this may be doing this with the goal to overpower and consume all of Equestria. Whilst I may be one of the most powerful magic users, I certainly can't do this on my own. So I ask you seven: Will you please help me?"

The seven thought hard about this. This sounded harder than anything they had ever faced before.

As they thought, Rainbow stepped up.

"I don't know whether or not I'll come out of this in one piece, but if anypony wants to destroy Equestria, they're going to have me to deal with. I'm in"

Fluttershy slowly but surely stepped up.

"S-So am I" she replied nervously.

The other four stepped up as well.

"Likewise, darling"

"Count me in, partner"

"Ooh! Ooh! Me too!"

"I'm in, Leviticus"

All eyes then fell on Captain Price.

"So what about you Captain?" Asked Leviticus. "We might end up needing that extra firepower".

Price thought hard about this. This was something he had never even considered he would end up doing.

International terrorists he was fine with.

Tyrannical Dictators? Easy as pie.

But this was neither. He and the others could be dealing with the living dead.

"I love a challenge" he thought to himself.

He finally came up with an answer.

"I'm in".


	2. Getting to Know the Enemy

**Chapter 2: Getting to Know the Enemy**

The mane six and the captain spent the next few hours preparing for the mission ahead.

Needless to say, they were also pretty worried as well, as this was something they had never gone and dealt with before.

They had dealt with various magic based threats before, including one that could bend reality to his will.

But this was nothing like that.

This was the living dead they were facing.

They had all remembered the horror stories they had heard as children (or in the ponies cases, foals): the dead being mysteriously brought back to life as soulless, shuffling corpses with only one goal: devour the brains and flesh of the living.

To say they were nervous was an understatement. The fact that they were taking on zombies was bad enough, but they if Leviticus was right, and they doubted that he wasn't, they would be facing off against pretty much every single soul in the underworld at worst.

And the seven of them were only a few of those who could help Leviticus find the source of the problem and stop it before Equestria was turned into a wasteland.

And yet despite their fears about this, the seven all agreed to go ahead with it.

Once they had prepared themselves for the task ahead, they rejoined Leviticus in the throne room of Canterlot Castle, where he was finishing explaining the situation to the two princesses.

Needless to say, they were also pretty shocked by what was going on.

"Well, who do think could be behind such a plan?" Princess Luna asked him.

"That's what I've been trying to find out for the past few days" Leviticus explained. "However, I find that the further I delve into it, the more issues I find. Which is why I've come asking for help".

He looked over at the seven.

"Alright then, is everyone ready?"

They all nodded.

Leviticus looked back at the Princesses.

"Your highnesses, before we go, I have to ask a favor from you. In the event that something happens whilst we're gone, I need you to contact us. This could be bigger than any of us could possibly imagine, so we must be prepared for the worst."

"Very well. We will do what we must to keep Equestria safe from this threat".

The immortal unicorn turned back to face the other seven again.

"Alright then, we're done here. We had best head out".

"Good luck to you all" Princess Celestia said to them. "Find this new threat and take it down before it becomes a risk to the sanctity of Equestria life"

"We will. Thank you".

The eight then began to leave the castle, with Leviticus discussing the rest of the situation to them.

"So, do you know where this threat is coming from?" Price asked him, readying his M4A1 for the mission ahead.

"Thankfully, I do" Leviticus replied. "However, I can't teleport us directly to the source of the threat, as it appears that whoever is summoning the dead has also put up some kind of psychic barrier around that area, the likes of which I've only seen a couple of times before. Basically, breaking through the barrier would require a lot of magical energy, enough to melt the mind of any magic user, myself included. But even if by some miracle of Celestia you do manage to successfully teleport inside the barrier..."

He abruptly stopped walking.

"...it would erase you from existence"

The others stopped as well.

"Wait, didn't you say y'all were immortal?"

"Immortality doesn't mean total invincibility, Applejack. Whilst the two princesses and I may live forever without the threat of dying from natural causes, that still doesn't prevent us from being killed. Anyway, whilst I'm unable to get us directly to the source with my magic, I am at least able to teleport us to the closest point to the source outside of the barrier. From there, we can walk in. So, are we all ready?"

They all nodded.

"Very well then".

A small ball of light then began to appear at the end of his horn.

As it gradually grew bigger, the group found themselves surrounded by a bubble of magic energy.

When it eventually disappeared, they were no longer in Canterlot.

Instead, they found themselves standing at the entrance of a dark, hostile-looking forest, with thick vegetation hanging down from the trees.

The Everfree Forest.

Twilight sighed.

"When is it ever not here?" she asked.

"We'd better get moving" Price said to them. "There's no telling how many undead flesh sacks could be in there"

Cautiously, the group of 8 then began to venture into the forest, with Price constantly aiming down the sights of his assault rifle, ready to pull the trigger in the event of something happening.

Initially, however, the group found nothing out of the ordinary. Not even a single zombie could be seen.

"L, are you sure this is where the source of this new threat is?" Rainbow asked, with Fluttershy quivering in fear behind her. "Sure, this place isn't particularly nice in any way, but its like this pretty much all the time."

"This is certainly the place, Miss Dash" Leviticus replied, using his magic to scan the area. "In fact, I'm sensing a powerful magical conduit not too far away from-"

He stopped abruptly.

"Wait a minute...the source."

"What about it?"

"It's beneath us."

Just then, the ground began to shake violently.

As it shook, the eight held onto the ground, fearing for their lives.

Well, except for Pinkie Pie.

"W-E-E-E-E-E-E-E-E-E-E-E!" Pinkie yelled happily. "I-I-I-T-T'S M-A-A-A-A-A-K-I-I-I-N-G M-Y-Y-Y-Y-Y V-O-O-I-I-I-C-E S-O-O-O-U-U-U-N-D F-U-U-U-U-U-N-N-N-Y-Y-Y!"

However though, the earthquake ended as suddenly as it had begun.

"What was that about?"

"I Don't know" Leviticus replied, picking himself up "but I can guess that whoever's raising the dead knows we're here. We had better find the source quick"

"Erm, that may be more difficult that we had expected, darling" Rarity replied, pointing to a giant hole in the ground.

As they looked over, to their horror, they realized something.

That was where Captain price had been when the earthquake had occurred.

"JOHN!"

The remaining seven rushed over to the hole and peered into it.

Before them was a deep black abyss, seeming to go on for endless miles.

It was impossible to see where Captain Price had fallen.

Quickly, Rarity made a small ball of light using her magic before casting it down into the hole.

It seemed to travel for miles before finally coming to a halt on the rock.

There, right next to the light ball, was Captain Price, partially buried is some rubble.

He seemed very still.

"Get us down there!"

"On it!"

Leviticus quickly formed a small circle of magic above the hole, which he and the mane six all stood upon.

Once they were on, it descended into the black abyss until it touched down next to Captain Price.

Once they were down, the mane six immediately rushed over to their fallen comrade.

"Captain, are you alright?!" Twilight asked, nudging him. "Captain?!"

He wasn't responding.

Worried for their friend, the mane six flipped him over onto his back and placed an ear to his chest, checking if he was still alive.

_Thump-Thump! Thump-Thump! Thump-Thump!"_

He was still alive.

They sighed with relief.

As this was going on, Leviticus sent out another, much larger ball of light which embedded itself in a nearby wall.

The group could see where they were now.

Whilst they had expected some kind of deep pit, they instead found themselves in what appeared to be some kind of giant, dark cave system, with tunnels leading off in various directions.

"Well, we're here. Wherever here is".

He took a deep breath before bellowing out to see if anyone was there.

"ALRIGHT! TO WHOEVER HAS BEEN RAISING THE DEAD, IF YOU HAPPEN TO BE LISTENING, I DEMAND THAT YOU RETURN THE SOULS OF THE DEAD TO THEIR RIGHTFUL STATE AND SURRENDER THE USE OF ANY FORBIDDEN MAGIC THAT MAY HAVE BEEN USED TO PERFORM THIS ACT!"

The other six looked at him as if he had gone crazy.

"Well, you've got to start somewhere" he replied.

_"Starting with your deaths seems like a better idea" _echoed a sudden, demonic sounding female voice.

"AHA!" Leviticus yelled, suddenly launching a burst of magic behind him.

Much to his disappointment, there was nothing else there, with the spell only breaking some rock.

_"Oh, I'm very sorry, Leviticus" _the voice replied, seemingly from everywhere. _"But I'm not there right now to meet you in person"_

Twilight didn't know why, but the voice seemed eerily familiar to her.

_"What's this? Ah, it appears that you've gotten yourself some reinfo-YOU?! WHAT IN EQUESTRIA DO YOU THINK YOU AND YOUR FRIENDS ARE DOING RUBBING YOUR NOSE IN MY BUSINESS!?"_

The mane six were confused. It was obvious that the voice knew them, but they had no idea who it was.

"W-Well, what do you think we're doing?" Rainbow Dash asked the voice. "We're saving Equestria from the threat that _you _happen to be the cause of"

_"Oh, that's just noble, isn't it?" _The voice replied, seemingly sarcastically. _"It's always about you six running around and saving Equestria, never giving a second thought for what ever happens to the likes of me! Besides, it appears that you're one down. No matter. in fact, in a few minutes, you may end up not even being matter!"_

"What do you mean by that?"

_"What do I mean? Well..."_

Just then, the seven heard the sound of fast shuffling hooves coming from each and every tunnel.

They readied themselves for the worst.

Finally, they got to see just what they were up against as out of every tunnel entrance came dozens upon dozens of shambling zombie ponies.

They were almost just how the seven had imagined them: shambling, shuffling husks of a past life, complete with rotting, greyed flesh and lifeless eyes, glowing a strange shade of blue, each one giving off strange, unnatural groaning noises.

The overpowering stench of rotten flesh filled the chamber, causing a few of them, especially Rarity, to start gagging.

Leviticus, however, leaped straight into action, using his magic to aim Captain Price's M4A1 directly at the horde of zombie ponies the trigger, unloading a hail of bullets into them, immediately causing a couple to drop.

"LEVITICUS, WHAT ARE YOU DOING!?" Twilight yelled over the gunfire.

"SIMPLE! I'M TRYING TO TAKE OUT THE THREAT!"

"BUT THEY'RE INNOCENT PONIES!"

Leviticus reloaded before firing again.

"CORRECTION, MISS SPARKLE: THEY _WERE_ INNOCENT PONIES!"

"BUT WE NEED TO GET CAPTAIN PRICE OUT OF HERE!"

Leviticus looked over at the human.

He still hadn't woken up and the others were starting to become really worried.

He knew they were right: they had to get him out of there.

Besides, the undead were starting to swarm in fast. Very soon, there would be too much for them to handle.

Eventually deciding to cease fire, Leviticus rushed over to the others.

"Don't worry, I have a way out!" he said to them. "Whilst the magic barrier prevents us from teleporting here, it shouldn't prevent us from teleporting out!"

"Well, whatever you're going to do, do it fast!" Rarity said to him.

As Leviticus quickly focused, the ball of magic energy appeared at the end of his horn.

As the undead closed it, it grew in size.

At last, the ball had formed into the bubble, doing so just in time, teleporting the seven and their fallen friend away from any immediate danger.

* * *

_"I should have seen them coming. I should have known that that dumb fool Leviticus would go and ask for the assistance of those six mares and that...**freak of nature **they call Captain Price. For too long I have suffered as a consequence for their actions. They beat me back one too many times in the past and now, they will pay the price for their actions, particularly Twilight Sparkle. Equestria will fall, but they will be first"._

_"**FETCH ME THEIR SOULS**!"_


End file.
